Exhibit 10.1

      

     

      

    
      Execution Version

      

      

      THIS PROMISSORY NOTE (this “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF
        COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

       

      PROMISSORY NOTE

       

      	
              Principal Amount: $1,500,000

            	
              Dated as of March 29, 2022

            


      

      

      Deep Lake Capital Acquisition Corp., a Cayman Islands exempted company and blank check company (“Maker”),
        promises to pay to the order of Deep Lake Capital Sponsor LP, a Cayman Islands exempted limited partnership, or its registered assigns or successors in interest (“Payee”), or order, the principal sum of One
        Million Five Hundred Thousand U.S. Dollars ($1,500,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of
        America, on the terms and conditions described below.  All payments on this Note shall be made by wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written
        notice in accordance with the provisions of this Note.

       

      1.          Principal.  The entire unpaid principal balance of this Note shall be payable by Maker on the earlier of: (i) the date on which Maker consummates an initial business combination (the “Business Combination”) and (ii) the date that the winding up of Maker is effective (such earlier date, the “Maturity Date”).  The principal balance may be
          prepaid at any time by Maker, at its election and without premium or penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any
          obligations or liabilities of Maker hereunder.

       

      2.          Interest.  No interest shall accrue on the unpaid principal balance of this Note.

       

      3.          Drawdown Requests.  Maker and Payee agree that Maker may request, from time to time, up to One Million Five Hundred Thousand U.S. Dollars ($1,500,000) in drawdowns under this Note to be used for Maker’s working
          capital needs. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown
          Request must state the amount to be drawn down, and must not be an amount less than One Thousand Dollars ($1,000). Unless otherwise agreed, Payee shall fund each Drawdown Request no later than one (1) business day after receipt of a Drawdown
          Request; provided, however, that the maximum amount of drawdowns collectively under this Note may not exceed One Million Five Hundred Thousand U.S. Dollars ($1,500,000).  No fees, payments or other amounts shall be due to Payee in connection
          with, or as a result of, any Drawdown Request by Maker.

       

      
        
          


      

      
      4.          Optional Conversion.

       

      (a)          Upon consummation of the Business
          Combination and at Payee’s option, Payee may elect, by written notice to Maker, to convert all or any portion of this Note into that number of warrants (the “Conversion Warrants”) to
          purchase a number of Class A ordinary shares, par value $0.0001 per share, of Maker equal to: (i) the portion of the principal amount of this Note being converted pursuant to this Section 4, divided
          by (ii) $1.00. The Conversion Warrants shall be identical to the warrants issued by Maker to Payee in a private placement upon the consummation of Maker’s initial public offering (the “IPO”).

          The Conversion Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination of shares
          recapitalization, amalgamation, consolidation or reorganization, shall be entitled to registration rights on the same terms as the registration rights with respect to the private placement warrants set forth in that certain Registration and
          Shareholder Rights Agreement, dated as of January 12, 2021, by and among Maker, Payee and the other parties thereto.

       

      (b)          Upon any complete or partial
          conversion of the principal amount of this Note (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to
          Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after giving
          effect to any such conversion and (iv) in exchange for all or any portion of the surrendered Note described in Section 4(a), Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such
          other persons, the “Holders”) the Conversion Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee
          and applicable state and federal securities laws.

       

      (c)          The Holders shall pay any and all
          issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto; provided, however,
          that Payee shall pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion.

       

      (d)          The Conversion Warrants shall not
          be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.

       

      5.          Application of Payments.  All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then
          to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

       

      6.          Events of Default.  The following shall constitute an event of default (“Event of Default”):

       

      (a)          Failure

              to Make Required Payments.  Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.

       

      (b)          Voluntary

              Bankruptcy, Etc.  The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a
          receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker
          generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

       

      (c)          Involuntary

              Bankruptcy, Etc.  The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a
          receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order
          unstayed and in effect for a period of 60 consecutive days.

       

      
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      7.          Remedies.

       

      (a)          Upon the occurrence of an Event
          of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all
          other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the
          same to the contrary notwithstanding.

       

      (b)          Upon the occurrence of an Event
          of Default specified in Sections 6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall
          automatically and immediately become due and payable, in all cases without any action on the part of Payee.

       

      8.          Waivers.  Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects
          and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds
          arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be
          levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

       

      9.          Unconditional Liability.  Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be
          unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all
          extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto
          without notice to Maker or affecting Maker’s liability hereunder.

       

      10.         Notices.  All notices, statements or other documents which are required or contemplated by this Note shall be:  (i) in writing and delivered personally or sent by first class registered or certified mail, overnight
          courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party
          and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party.  Any notice or other communication so transmitted shall be
          deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
          service or five (5) days after mailing if sent by mail.

       

      11.         Construction.  THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

       

      
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      12.         Severability.  Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
          invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

       

      13.         Trust Waiver.  Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to
          any distribution of or from the trust account (the “Trust Account”) established in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
          for any Claim against the Trust Account for any reason whatsoever; provided however that Maker, may, in its sole discretion, repay the principal balance of this Note out of proceeds released to Maker from the Trust Account in connection with a
          Business Combination.

       

      14.         Amendment; Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.

       

      15.         Assignment.  No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto
          and any attempted assignment without the required consent shall be void.

       

      [Signature page follows]

       

      
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      IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

       

      	 	
              DEEP LAKE CAPITAL ACQUISITION CORP.

               a Cayman Islands exempted company

            
	 	 
	 	 
	 	
              By:

            	
              
                /s/ Mark Lavelle

              

            
	 	 	
              Name: Mark Lavelle

            
	 	 	
              Title:   Chief Executive Officer

            
	 	 	 


      Acknowledged and Agreed to

      as of the date first written above.

      

      

      DEEP LAKE CAPITAL SPONSOR LP

      a Cayman Islands exempted limited partnership

      

      

      By: Deep Lake Capital GP LLC, its general partner

      By: CY5 Investments LLC, its member

       

      	
              By:

            	
              /s/ Michael J. Cyrus

            	 
	
              Name:

            	
              Michael J. Cyrus

            	 
	
              Title:

            	
              Member